Rebecca B. Liebert
Director at DOW
Board
About Rebecca B. Liebert
Rebecca B. Liebert, age 57, is President and Chief Executive Officer of The Lubrizol Corporation (Berkshire Hathaway) and a nominee for election as an independent Director of Dow Inc. at the April 10, 2025 annual meeting; she is not currently assigned to any Dow Board committees and would join following stockholder election . She previously served as Executive Vice President at PPG Industries, led Honeywell UOP as President and CEO, held leadership roles at Alcoa, and began her career at Nova Chemicals; she was elected to the National Academy of Engineering in 2022 and serves on the American Chemistry Council Board . The Dow Board has determined Ms. Liebert qualifies as independent under NYSE and Dow standards, alongside 12 of 13 nominees in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Lubrizol Corporation | President & CEO | Oct 2022 – Present | Leads specialty chemicals; operational excellence and sustainability initiatives |
| PPG Industries, Inc. | Executive Vice President; previously SVP Automotive Coatings | 2018 – Sep 2022 | Drove science-based innovations and global operations |
| Honeywell UOP | President & CEO; senior roles incl. Electronic Materials | ~2002–2018 (decade at Honeywell) | Led technology for refining, gas processing, petrochemicals; digital transformation |
| Alcoa (Reynolds Food Packaging) | President | Prior to Honeywell | Consumer packaging leadership |
| Nova Chemicals | Early career | — | Chemicals industry foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corteva, Inc. | Director | 2019 – 2025 Annual Meeting | Stepping off at Corteva’s 2025 meeting |
| American Chemistry Council | Board | Current | Industry advocacy |
| National Academy of Engineering | Member | Elected Feb 2022 | Prestigious engineering distinction |
Board Governance
- Independence: Ms. Liebert is designated independent by the Board; 12 of 13 nominees are independent in 2025 .
- Committee assignments: As a 2025 nominee, she is not listed on current 2024–2025 Dow committees; assignments occur after election (Audit, Compensation & Leadership Development, Corporate Governance, EHS&T committees currently comprise other independent Directors) .
- Board leadership: Combined Chair & CEO (Jim Fitterling) with a strong Independent Lead Director (Richard K. Davis) role; responsibilities include executive sessions, agenda-setting, liaison duties, and shareholder communications .
- Attendance: In 2024, the Board held 8 Board meetings (6 regular, 2 special) and 23 committee meetings; all Directors attended more than 75% of meetings, all six regular Board meetings were fully attended, average overall attendance exceeded 99%; six executive sessions were held .
- Conflicts oversight: Related person transactions are reviewed by the Corporate Governance Committee; no director participates in approvals where they are a related person; thresholds for immateriality include < $1,000,000 or <2% of revenues; transactions noted are in the ordinary course .
Fixed Compensation
| Component | Annual Rate | Notes |
|---|---|---|
| Cash Retainer | $135,000 | Increased by $5,000 in April 2024 |
| Audit Committee Chair Retainer | $30,000 | Increased by $5,000 in April 2024 |
| Compensation Committee Chair Retainer | $25,000 | Increased by $5,000 in April 2024 |
| Other Committee Chair Retainers | $20,000 | — |
| Lead Director Retainer | $40,000 | — |
| Deferred Compensation Plan | Elective | Directors may defer cash retainer and RSU settlement into specified accounts; options include phantom Dow stock, treasury-rate-based fund, mutual fund trackers; distributions per elected schedule |
| Targeting | Peer Median | Director comp targets median of Compensation Peer Group |
Performance Compensation
| Equity Award | Grant Value | Units | Vesting | Settlement | Dividends |
|---|---|---|---|---|---|
| Annual RSUs (2024 award design) | $195,000 | 3,336 RSUs | Second anniversary of grant date | Shares settle after separation or per elected deferral (5/10/15 years) | Quarterly cash equivalents during vesting |
Dow does not grant stock options to Directors; anti-hedging and anti-pledging policies apply to Directors and executives; stock incentive plans prohibit option repricing, reloads, exchanges, or below-market grants without shareholder approval .
Other Directorships & Interlocks
| Company | Relationship to Dow | Interlock/Conflict Considerations |
|---|---|---|
| Corteva, Inc. (public) | Independent Director (through 2025 meeting) | No specific transactions disclosed; Dow’s related-person policy governs any future interactions |
| Lubrizol (private, Berkshire Hathaway) | CEO | Potential value-chain overlap in specialty chemicals; Dow states related-party transactions are immaterial, ordinary-course, and subject to approval; independence affirmed |
| American Chemistry Council | Board | Policy and advocacy oversight disclosed at Board level via EHS&T Committee |
Expertise & Qualifications
- Deep chemicals sector leadership across refining technologies, coatings, and specialty chemicals; international operations, supply chain, safety, and digital transformation experience .
- Risk management, strategic planning, finance/accounting exposure, and sustainability/circularity advocacy aligned with Dow’s Ambition and EHS&T oversight domains .
- National Academy of Engineering membership underscores technical credibility for technology and sustainability oversight .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (through Apr 8, 2025) | Total | % Outstanding |
|---|---|---|---|---|
| Rebecca B. Liebert | 0 | 0 | 0 | * |
- As of February 7, 2025; Directors are subject to ownership guidelines equal to 5x the annual cash retainer, with five years from Board entry to comply; hedging and pledging of Dow stock are prohibited .
- “*” indicates less than 1% .
Governance Assessment
- Independence & Board fit: Strong chemicals and technology leadership background; independence affirmed; complements existing Board balance in EHS&T, operations, and strategy oversight .
- Alignment & incentives: Director pay structure mixes cash retainer with multi-year-vesting RSUs and strict ownership/anti-hedging policies, supporting long-term alignment; as a new Director nominee, she would have five years to meet stock ownership guidelines .
- Engagement & effectiveness: Dow’s governance framework features an empowered Lead Independent Director, robust committee charters, high attendance, and regular executive sessions—positive signals for board effectiveness .
- Conflicts & related parties: As Lubrizol CEO, potential supplier/customer relationships require scrutiny; Dow’s related-person policy, annual independence reviews, and immateriality thresholds mitigate risk; monitor any disclosed transactions post-election .
- Shareholder signals: 92% support on 2024 Say‑on‑Pay and ongoing investor outreach indicate constructive shareholder engagement; director compensation targets peer median and avoids shareholder-unfriendly features (e.g., option repricing, excise tax gross-ups) .
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